Standard Agreement for:|
World Wide Web Site Design and Service
Pioneer Development Resources, Inc.
CyberTowers Professional Center
106 Thorn Street
San Diego, California 92103
(619) 277-2772, (619) 294-8181 Fax
This agreement made effective this _____ day of ________ 1999, between
Pioneer Development Resources, Inc.
CyberTowers Professional Center
106 Thorn Street
San Diego, California 92103 (Herein known as CONSULTANT)
_______________________________________ (Herein known as CLIENT)
Consultant agrees to provide services specified below to Client and Client
agrees to pay for those services upon the terms and conditions contained
within this agreement.
The Client has agreed to purchase Package # ______ (see appendix A) for a
combined agreement covering Website Construction and ongoing Website Services.
Consultant will develop web pages according to the Package type
agreed upon above. Client will use these web pages to advertise and/or sell
products or services, and publish information.
The Consultant agrees to work in cooperation with
client to create and design a website for placement on the World Wide Web
section of the Internet, placed and maintained on the Consultant's
electronic servers for Internet access under the URL (address) of
http://cybertowers.com/ While this address will not change, the service
provider used by the Consultant may change at PDR's discretion.
Purchasers of package # 3 agree that the
Consultant has sole discretion to determine which Internet databases are
used for search engine promotion by PDR of the Client's pages. Client is
free to promote the website in any manner beyond these agreed services with
PDR. Purchasers of other Packages agree to promote their own websites.
In exchange for the monthly maintenance fee, Consultant will
provide individual access to the Client's personal FTP box.
Consultant will refer Client to an in-house graphic artist
who will charge separate fees for services. Other graphic artists chosen by
Client will assure that all new materials submitted for incorporation into
web pages designed by PDR will be formatted in .jpg or .gif, and delivered
via modem and/or diskette, according to the discretion of PDR.
Consultant will test and debug all web pages for Netscape
browsing prior to presentation to Client
Consultant will upload completed pages for one-time set up of
account only to Client's Internet account. Subsequent uploading to account
will become the responsibility of the Client.
Consultant will present first version of website.
At this time, Consultant will spend up to one hour fine-tuning these pages
to meet Client's specifications as closely as possible, within the
limitations of existing browser and server software technology.
After a second review by Client, final modifications to web pages will be
made and the project will be considered finalized.
Any reviews, after the second review, that result in
modifications or additions to Client's web pages will constitute Maintenance
of those pages or graphics at the rate of $75 per hour of programming.
A programmer's name will be given to the Client for contact for these
modifications and any future maintenance, if so desired. Client is free to
hire anyone else he/she deems appropriate to complete regular work on the site.
This engagement does not include the
preparation or other handling of graphics, CGI scripts or other interactive
programming of any sort.
It is estimated that the first presentation to the client of
website pages will be made 21 days of receipt of completed storyboards from
the Client. Specialized services dependent upon outside consultants hired
either by PDR of the Client will be delivered to the client within 21 days
of receipt by PDR pages from such consultant. Acceptability of any pages as
"finalized" is left to the discretion of PDR.
PDR retains the right to a copy of the client's pages for
the purposes of demonstration/education in public forums and promotional
materials. However, codes and code applications designed by consultant,
client, or any other outside consultant will not be made available to the
public under any circumstances.
Further consultation regarding website development will be billed
at $120 per hour. Client will be notified in writing of any changes in fee
structure. Consultation fees are applied to actual work performed, meetings,
telephone consultations with Client or its agents; costs, including sales
and use taxes of software, hardware, or services including outside
consulting services. Such outside services include: printed material,
software or hardware purchased or leased by consultant to specifically
complete this project, printed materials, software or hardware purchased for
client; and necessary long distance telephone calls made by consultant.
Consultant will include the relevant portions of its telephone bill to
detail these calls, and a description of the nature of the call.
Transportation costs for client site visits required to complete this
project will also be included in billing.
PDR is an information provider connected to the Internet. PDR
offers storage and transfer services over the Internet through access to a
Web Server; whereas the client seeks to utilize PDR's server for its own
Internet access is a shared community resource, and therefore all
Internet providers impose certain limitations on the way their users may
use their Internet account. Most of these rules are simply common sense and
good manners. Some of the rules are specific to the server used by PDR. The
clients acknowledge that the Internet is neither owned nor controlled by any
one entity; therefore, PDR can make no guarantee that any given reader shall
be able to access PDR's server at any given time. PDR conducts its service
on a "best effort" basis, and is dependent on other servers and vendors.
Furthermore, electronic transmissions are subject to random interference by
atmospheric conditions, surrounding terrain, sunspots, human error, and acts
The Internet is a multi-user network,
whereby all vendors are to some degree dependent on the networks of other
service providers, as well as public telephone networks. Client agrees to
indemnify and hold PDR harmless against any losses Client or any third party
incurs resulting from use of PDR's or PDR's vendor's services. PDR also
disclaims any warranty of merchant-ability or fitness for particular purpose
and will not be responsible for any damages that may be suffered by the
client, including loss of data resulting from delays, non-deliveries or
service interruptions by any cause of errors or omissions of the consultant.
PDR makes no warranties or representations of any kind, whether expressed or
implied for the service it is providing.
Use of PDR's service
requires a certain level of knowledge in the use of Internet languages,
protocols, and software. This level of knowledge varies depending on the
anticipated use and desired content of Client's Webspace by the client.
Client accepts responsibility for learning basic operating functions
required to interact support staff of all vendors and programmers servicing
PDR. When such knowledge is lacking, Client understands and accepts the
responsibility to acquire such information to improve the quality of
interactions with staff. This occasioanlly means the Client will seek paid
instruction or consultation as needed to be able to interact smoothly
successfully with PDR staff and vendors.
PDR exercises no control whatsoever over any content of websites
housed inside or outside CyberTowers Professional Center.
Use of any information obtained by way of PDR is at the
client's own risk. PDR specifically denies any responsibility for the
accuracy or quality of the information obtained through its website services.
When asked to upload information to the server for the Client,
in the event that the material is not server ready, PDR reserves the right
to reject the material (improperly coded files, etc.) PDR agrees to notify
client immediately of its refusal of the material and afford client the
opportunity to amend or modify the material to satisfy the needs and/or
requirements of PDR.
The client warrants that it has the right to use
the applicable trademarks, if any, and grants PDR the right to use such
trademarks in connection with PDR's Server service to the Client.
Client will provide all telephone, computer, hardware and
software equipment and services necessary to access the server used by PDR.
PDR makes no representations, warranties or assurances that the customer's
equipment will be compatible with PDR vendors or servers.
The customer certifies that he or she is at least 18 years of age.
There Client agrees to the following basic rules
Client may only use PDR's Server for lawful purpose.
Transmission of any material in violation of any Federal, State or Local
regulation is prohibited. This includes, but is not limited to copyrighted
material, material legally judged to be threatening or obscene,
pornographic, profane, in poor taste, unprofessional, or material protected
by trade secrets. This also includes links or any connection to such materials
Client is not allowed to resell the setup, storage and transfer
services provided by PDR. Use of this account is expressly limited to the
Client whose name appears on this Agreement.
This agreement may be terminated by either party, without
cause, by giving the other party 30 days written notice. However, either
party may terminate service under this Agreement at any time, without
penalty, if the other party fails to comply with the terms of this Agreement.
The licensee understands that PDR will deliver
pages codes that is functional on Netscape Browsers. The licensee
understands that testing and coding for additional cross platform
considerations will be a billable item.
Client will deliver to the programmer all pictures
and graphics in digitized, IBM compatible, .GIF or .JPG format at least 14
working days prior to project deadline.
All estimates are approximate.
Client expressly agrees to use this servcie at Client's sole risk.
Client may specify additional changes to
these documents and programming specifications. The provider will give an
estimate of additional cost, time and scheduling for such changes.
Client agrees to allow PDR to publish a tag identifying PDR as the
Website host and/or developer at the very bottom of all pages.
If client chooses to alter pages on
their own or through another Consultant, such changes are not guaranteed by
the Consultant under any circumstances.
PDR may request removal of identifying tag on any or all of Client's pages.
Consultant will meet as needed with Client to discuss any
issues related to this Project. These meetings will be scheduled on an ad
hoc basis and billable at the Consultant's hourly fee.
To perform any required maintenance to Client's web pages,
Consultant will be given login access and passwords, including Telnet and
FTP access, but not including access to Client's electronic mail box, to the
Internet Account where Client's web pages are housed. Client may, at
Client's sole discretion, elect to change these security measures. When
login and passwords are changed, Client will inform Consultant of such
changes within 24 hours by phone message (619-277-2772).
Client understands that the Internet is not a
secure medium for the exchange of proprietary information or funds. Client
assumes all responsibilities related to maintaining their own security for
information and the transfer of funds, despite the alleged security offered
by various vendors and servers engaged by PDR.
1. Website setup fee is ______. Payment is due in full for services prior to
pages and codes being made accessible from the Internet.
This letter of engagement constitutes a one-time
consultancy arrangement. Future arrangements will involve a new letter of
Beyond the website setup fee, the Client and PDR agree to a one-year-website service
contract beginning _______________. This agreement will automatically renew
for like terms unless written notification is received by Consultant 30
days prior to renewal date. Price is subject to change on renewal date with
90 days advanced notification from Consultant. This contract does not
include website access service or further website construction fees
Website service fees will be $____________________per quarterly
(three month) periods, starting the first day the account is opened with PDR's server. Thereafter, quarterly fees are due that same date every third month for the following three month period. All future payments must be paid by the the Client within
twenty-four (24) hours of that date.
Agreement will be sent to PDR by fax, mail, or express mail. PDR will
Until a credit card processing arrangement is established
Credit Card to be billed by PDR:
Late checks (later than 7 days) Returned
checks/Insufficient funds will incur an additional fee of $10 per check.
Overdue fees may result in removal of account access and appearance online
within 14 days of overdue funds. If an account is de-activated due to
non-payment, a $25.00 re-activation fee will apply. It is advisable that
client keep his/her own hard-drive copy of all files stored on server at all
times. These may become necessary if account is restricted for any reason,
or server malfunctions. PDR will not accept responsibility for loss of any
data at any time.
PDR does not exercise censorship of any materials in
CyberTowers. However, PDR reserves the right to send written notice of
website materials or advertisements it deems unprofessional, immoral,
unethical, or in poor taste.
Client agrees to pay all sales or use taxes that may be assessed
on income obtained through his/her website and other Internet activities.
Client will be responsible for any and all compliance to Federal Excise Tax
Board for products sold at Client's website.
1. Consultants hired by the Consultant will be paid by PDR.
3. Employee Status:
V. CONTACT INFORMATION
Voice Phone Number:
Fax Phone Number:
Alternate Phone Number:
Successors & Assigns:
This agreement shall inure to the benefit of and be
binding on the parties, their heirs, personal representatives, successors
and assigns. IN WITNESS WHEREOF, the parties have executed this agreement on
the date first written above.
Dated this _____ day of _____, 1999 at San Diego, California
By: Marlene M. Maheu, Ph.D.
Pioneer Development Resources, Inc.
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